§ 14-11-706. Amended Certificate Required for Change of Name or Jurisdiction of Organization; Foreign Limited Liability Company Converting to Foreign Limited Partnership or Foreign Corporation
A foreign limited liability company authorized to transact business in this state must procure an amended certificate of authority from the Secretary of State if it changes its name or its jurisdiction of organization. The requirements of Code Sections 14-11-702 and 14-11-704 for procuring an original certificate of authority shall apply to procuring an amended […]
§ 14-11-707. Certificate of Withdrawal; Application; Service After Withdrawal
A foreign limited liability company authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. A foreign limited liability company authorized to transact business in this state may apply for a certificate of withdrawal by delivering to the Secretary of […]
§ 14-11-708. Revocation of Certificate; Grounds
The Secretary of State may commence a proceeding under Code Section 14-11-709 to revoke the certificate of authority of a foreign limited liability company authorized to transact business in this state if: The foreign limited liability company does not deliver its annual registration to the Secretary of State within 60 days after it is due; […]
§ 14-11-709. Revocation of Certificate; Notice to Company; Issuance and Effect of Certificate of Revocation; Service After Revocation
If the Secretary of State determines that one or more grounds exist under Code Section 14-11-708 for revocation of a certificate of authority, the Secretary of State shall provide the foreign limited liability company with written notice of such determination by mailing a copy of the notice, first-class mail, to the foreign limited liability company […]
§ 14-11-405. Distributions Upon Event of Dissociation
Effective for limited liability companies formed prior to July 1, 1999, except as otherwise provided in the articles of organization or a written operating agreement, and subject to Code Section 14-11-407, a member with respect to which an event of dissociation occurs (other than one of the events specified in paragraphs (1), (2), and (4) […]
§ 14-11-605. Distribution of Assets
In connection with its winding up, a limited liability company shall (1) discharge, make provision to discharge, or dispose of pursuant to Code Sections 14-11-607 and 14-11-608, its liabilities, and (2) subject to any applicable provisions in the articles of organization or a written operating agreement, distribute its remaining assets to its members. To the […]
§ 14-11-406. Distributions in Kind
Except as provided in the articles of organization or a written operating agreement: A member, regardless of the nature of the member’s contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash; and No member may be compelled to accept from a limited liability […]
§ 14-11-407. Restrictions on Making Distributions
No distribution to a member, to an assignee, or with respect to the interest of a member as to which an event of dissociation has occurred may be made if, after giving effect to the distribution: The limited liability company would not be able to pay its debts as they become due in the usual […]
§ 14-11-408. Liability Upon Wrongful Distribution
A member or manager who votes for or expressly consents to a distribution that is made in violation of Code Section 14-11-407 is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating Code Section 14-11-407, if it is established that such member […]
§ 14-11-409. Right to Distribution
At the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. History. Code 1981, § 14-11-409 , enacted by Ga. L. 1993, p. 123, § 1.